American Resources & Development Co – ‘S-8’ on 10/20/97 – EX-5.1

As of:  Monday, 10/20/97   ·   Effective:  10/20/97   ·   Accession #:  1038838-97-83   ·   File #:  333-38257

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            5     27K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-4.3      Instrument Defining the Rights of Security Holders     3     13K 
 3: EX-5.1      Opinion re: Legality                                   1      7K 
 4: EX-23.1     Consent of Experts or Counsel                          1      6K 

EX-5.1   —   Opinion re: Legality

September 29, 1997

American Resources and Development Company                                      
102 West 500 South, Suite 400                                                   
Salt Lake City, Utah 84101                                                      

Gentlemen:                                                                      

                  We  furnish  this  opinion  to be  filed as  Exhibit  5 to the
Registration  Statement on Form S-8 (the  "Registration  Statement") of American
Resources  and  Development  Company  (the  "Company")  to  be  filed  with  the
Securities and Exchange  Commission.  The Registration  Statement relates to the
proposed  issuance by the Company of 17,000 shares of common  stock,  $0.001 par
value (the "Shares").                                                           

                  We are familiar with the  proceedings  taken by the Company in
connection with the Registration Statement and the proposed issuance.           

                  We are  members of the Bar of the State of Utah and we express
no opinion as to the laws of any  jurisdiction  other than the laws of the State
of Utah and the federal laws of the United States of America.                   

                  Upon the basis of the foregoing and such  investigations as we
have deemed  necessary in  connection  with this opinion and,  assuming that the
Registration  Statement  becomes and remains effective and that applicable state
securities  laws are complied with, we are of the opinion that, upon the sale of
the Shares in the manner contemplated in the Registration Statement,  the Shares
will be legally issued, fully paid and non-assessable.                          

                  We hereby  consent to the filing of this opinion as an exhibit
to the Registration Statement.                                                  

 Very truly yours,

         /s/ Parry Lawrence & Ward

     PARRY LAWRENCE & WARD
RJL:SMM                                                                         

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		10/20/97		None on these Dates
		9/29/97
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